Terms of Service

1. Acceptance of Terms

These Terms of Service constitute a legally binding agreement between you, whether personally or on behalf of an entity, and ZonEdge Commerce LLC, a company organized under the laws of the State of Utah with its principal place of business at 471 E 1000 S Ste B, Pleasant Grove, UT 84062-3694, United States.

By accessing or using the website located at www.zonedgecommerce.lol, its subdomains, related mobile applications, and any other digital platforms operated by ZonEdge Commerce LLC, or by engaging our computer systems design, integration, software development, cloud engineering, DevOps, cybersecurity, or any other professional services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service, our Privacy Policy, and any other policies or guidelines referenced herein.

If you do not agree with any provision of these Terms of Service, you must immediately discontinue use of our website and services. Your continued use following any changes to these terms constitutes acceptance of those changes. We encourage you to review these terms periodically.

2. Description of Services

ZonEdge Commerce LLC provides professional services within the Professional, Scientific, and Technical Services sector, with specialization in Computer Systems Design and Related Services and Computer Integrated Systems Design. Our service offerings include, but are not limited to:

• Enterprise systems architecture and design;
• Computer systems integration across heterogeneous platforms;
• Custom software development and application engineering;
• Cloud infrastructure engineering and migration services;
• DevOps consulting, CI/CD pipeline implementation, and platform engineering;
• Cybersecurity assessment, architecture, and compliance consulting;
• Technical project management and IT strategy consulting;
• Technology due diligence and system audit services.

The specific scope, deliverables, timeline, and fees for any professional engagement will be defined in a separate Statement of Work, Master Services Agreement, or similar written instrument executed by both parties. These Terms of Service apply to all engagements unless expressly superseded by a mutually executed written agreement.

3. Eligibility and Authority

By using our website or services, you represent and warrant that: you are at least 18 years of age and have the legal capacity to enter into binding agreements; if you are acting on behalf of an organization, you have the authority to bind that organization to these terms; all information you provide to us is accurate, current, and complete; and you will maintain and promptly update such information to keep it accurate and complete.

We reserve the right to refuse service, terminate accounts, or restrict access to our website and services at our sole discretion, without prior notice or liability, for any reason or no reason, including but not limited to a breach of these Terms of Service.

4. Website Use and Conduct

When using our website, you agree not to engage in any activity that:

• Violates any applicable local, state, national, or international law, statute, ordinance, or regulation;
• Infringes upon or violates our intellectual property rights or the intellectual property rights of others;
• Attempts to gain unauthorized access to, interfere with, damage, or disrupt any parts of the website, the server on which the website is stored, or any server, computer, or database connected to the website;
• Introduces any viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful;
• Attempts to probe, scan, or test the vulnerability of our systems or network, or to breach our security or authentication measures;
• Engages in any automated use of the website, including but not limited to using scripts to send comments or messages, data mining, robots, or similar data gathering and extraction tools, without our express written permission;
• Uses the website for any unauthorized commercial purpose, including advertising or offering to sell goods or services without our prior written consent;
• Impersonates or misrepresents your affiliation with any person or entity;
• Harasses, abuses, or harms other users, our employees, or any third party;
• Collects or harvests any personally identifiable information from the website.

5. Intellectual Property Rights

5.1 Our Intellectual Property

The website and its entire contents, features, and functionality, including but not limited to all information, software, text, displays, images, video, audio, design, selection, and arrangement thereof, are owned by ZonEdge Commerce LLC, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

The ZonEdge Commerce name and logo, and all related names, logos, product and service names, designs, and slogans are trademarks of ZonEdge Commerce LLC or its affiliates. You must not use such marks without the prior written permission of ZonEdge Commerce LLC. All other names, logos, product and service names, designs, and slogans on this website are the trademarks of their respective owners.

You are granted a limited, non-exclusive, non-transferable, revocable license to access and use the website for your personal or internal business purposes, subject to these Terms of Service. This license does not include any right to: modify, reproduce, distribute, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our website except as necessary for your computer to temporarily store copies in RAM incidental to accessing and viewing those materials; or use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.

5.2 Client Deliverables

Unless otherwise specified in a written agreement between you and ZonEdge Commerce LLC, any deliverables, including but not limited to system designs, software code, documentation, architecture diagrams, configurations, and other materials created specifically for you in the course of a paid professional engagement, shall become your property upon full payment for the services rendered. ZonEdge Commerce LLC retains ownership of all pre-existing materials, tools, frameworks, methodologies, and intellectual property developed prior to or independently of the engagement.

5.3 User Contributions

By submitting any information, data, content, or materials to us through the website or in connection with our services, you grant ZonEdge Commerce LLC a worldwide, non-exclusive, royalty-free, fully paid-up license to use, reproduce, modify, adapt, and process such materials for the sole purpose of providing our services to you. You represent that you own or have the necessary licenses, rights, and permissions to grant this license.

6. Confidentiality

In the course of providing services, ZonEdge Commerce LLC may receive confidential and proprietary information from you. We agree to hold such information in strict confidence and to use it solely for the purpose of performing our obligations under any applicable agreement. Confidential Information does not include information that: is or becomes publicly available through no fault of the receiving party; was rightfully known to the receiving party prior to disclosure; is rightfully obtained by the receiving party from a third party without restriction on disclosure; or is independently developed by the receiving party without use of the disclosing party's Confidential Information.

Notwithstanding the foregoing, ZonEdge Commerce LLC may disclose Confidential Information to the extent required by applicable law, regulation, or legal process, provided that we give you reasonable prior notice, to the extent legally permissible, to allow you to seek a protective order or other appropriate remedy.

7. Fees, Payment, and Taxes

Fees for professional services will be set forth in a Statement of Work, proposal, or service agreement. Unless otherwise specified, all fees are quoted and payable in United States Dollars and are exclusive of applicable taxes. You are responsible for all sales, use, value-added, withholding, and similar taxes imposed on the services provided, excluding taxes based on our net income.

Payment terms, including invoicing schedules, due dates, and accepted payment methods, will be specified in the applicable service agreement. Late payments may accrue interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower, plus reasonable collection costs including attorneys' fees.

8. Third-Party Services and Links

Our website may contain links to third-party websites or services that are not owned or controlled by ZonEdge Commerce LLC. We have no control over and assume no responsibility for the content, privacy policies, or practices of any third-party websites or services. You acknowledge and agree that ZonEdge Commerce LLC shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods, or services available on or through any such third-party websites or services.

We strongly advise you to read the terms of service and privacy policies of any third-party websites or services that you visit.

9. Disclaimer of Warranties

THE WEBSITE AND ALL INFORMATION, CONTENT, MATERIALS, PRODUCTS, AND SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE WEBSITE ARE PROVIDED ON AN AS IS AND AS AVAILABLE BASIS, WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

ZONEDGE COMMERCE LLC DOES NOT WARRANT THAT THE WEBSITE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ZONEDGE COMMERCE LLC DOES NOT WARRANT THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE WEBSITE.

PROFESSIONAL SERVICES ARE PROVIDED WITH THE SKILL AND CARE ORDINARILY PROVIDED BY QUALIFIED PROFESSIONALS IN THE COMPUTER SYSTEMS DESIGN AND RELATED SERVICES INDUSTRY. WE DO NOT GUARANTEE SPECIFIC BUSINESS OUTCOMES, REVENUE INCREASES, OR COST REDUCTIONS AS A RESULT OF OUR SERVICES, AS THESE DEPEND ON NUMEROUS FACTORS BEYOND OUR REASONABLE CONTROL.

10. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ZONEDGE COMMERCE LLC, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, SUCCESSORS, AND ASSIGNS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR COST OF PROCUREMENT OF SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF SERVICE, THE WEBSITE, OR OUR SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, OR ANY OTHER LEGAL THEORY, EVEN IF ZONEDGE COMMERCE LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF ZONEDGE COMMERCE LLC ARISING OUT OF OR RELATING TO THESE TERMS OF SERVICE, THE WEBSITE, OR OUR SERVICES EXCEED THE TOTAL AMOUNT OF FEES PAID BY YOU TO ZONEDGE COMMERCE LLC IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR ONE THOUSAND UNITED STATES DOLLARS ($1,000.00) IF NO FEES HAVE BEEN PAID.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY, AND YOU MAY HAVE ADDITIONAL RIGHTS NOT CONTAINED HEREIN.

11. Indemnification

You agree to defend, indemnify, and hold harmless ZonEdge Commerce LLC, its affiliates, and their respective officers, directors, employees, agents, licensors, and service providers from and against any and all claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees, including reasonable attorneys' fees, arising out of or relating to: your violation of these Terms of Service; your use of the website or services, including but not limited to your user contributions; your violation of any third-party rights, including but not limited to intellectual property rights, privacy rights, or publicity rights; or any claim that your user contributions caused damage to a third party.

We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with us in asserting any available defenses. You shall not settle any such claim without our prior written consent.

12. Termination

We may terminate or suspend your access to the website or our services immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach these Terms of Service. Upon termination, your right to use the website and our services will immediately cease.

Provisions of these Terms of Service that by their nature should survive termination shall survive termination, including but not limited to ownership provisions, warranty disclaimers, indemnity, and limitations of liability. Termination shall not relieve you of any obligation to pay fees accrued prior to termination.

13. Governing Law and Dispute Resolution

These Terms of Service shall be governed by and construed in accordance with the laws of the State of Utah, without regard to its conflict of law principles. Any dispute, controversy, or claim arising out of or relating to these Terms of Service, the website, or our services shall be resolved through the following process:

1. Informal Resolution: Before initiating any formal legal action, you agree to first contact us at connect@zonedgecommerce.lol and attempt to resolve the dispute informally. We will likewise attempt to resolve any dispute with you informally. Both parties agree to negotiate in good faith for a period of at least sixty days.
2. Binding Arbitration: If the dispute is not resolved through informal negotiation, it shall be resolved by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration shall take place in Utah County, Utah. The arbitrator's award shall be final and binding, and judgment on the award may be entered in any court having jurisdiction thereof.
3. Exceptions: Either party may seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party's intellectual property rights or confidential information.
4. Class Action Waiver: ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING. YOU AGREE TO WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION.

14. Force Majeure

ZonEdge Commerce LLC shall not be liable for any failure or delay in performance under these Terms of Service for causes beyond its reasonable control, including but not limited to acts of God, natural disasters, fire, flood, earthquake, epidemic, pandemic, war, terrorism, civil unrest, labor disputes, government actions, embargoes, failures of the Internet or telecommunications infrastructure, third-party service provider failures, or any other event not reasonably within the control of ZonEdge Commerce LLC.

15. Severability and Waiver

If any provision of these Terms of Service is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the extent necessary to make it enforceable while preserving its intent, or if modification is not possible, it shall be severed from these Terms of Service, and the remaining provisions shall continue in full force and effect.

The failure of ZonEdge Commerce LLC to enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision. No waiver of any term or condition set forth in these Terms of Service shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition.

16. Entire Agreement

These Terms of Service, together with our Privacy Policy and any specific service agreements or statements of work executed by the parties, constitute the sole and entire agreement between you and ZonEdge Commerce LLC with respect to the subject matter hereof and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.

17. Changes to Terms

We reserve the right, at our sole discretion, to modify or replace these Terms of Service at any time. If a revision is material, we will provide at least thirty days' notice prior to the new terms taking effect, either by posting on our website, sending an email to the address we have on file, or through other reasonable means. What constitutes a material change will be determined at our sole discretion.

By continuing to access or use our website or services after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you must cease using our website and services, and any ongoing service engagements will be governed by the terms in effect at the time the engagement commenced unless mutual agreement is reached to apply the updated terms.

18. Contact Information

For any questions, concerns, or legal notices regarding these Terms of Service, please contact: